SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
Filed by the Registrant (X)
Filed by a Party other than the Registrant ( )
Check the appropriate box:
( ) Preliminary Proxy Statement ( ) Confidential, for Use of the
Commission Only (as permitted
by Rule 14a-6(e)(2))
(X) Definitive Proxy Statement
( ) Definitive Additional Materials
( ) Soliciting Material Pursuant to Section 240.14a-11(c) or Section 240.14a-12
NATIONS GOVERNMENT INCOME TERM TRUST 2004, INC.
(Name of Registrant as Specified in its Charter)
(Name of Person(s) Filing Proxy Statement, if other than Registrant)
Payment of Filing Fee (Check the appropriate box):
(X) No fee required
( ) Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
1) Title of each class of securities to which transaction applies:
2) Aggregate number of securities to which transaction applies:
3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):
4) Proposed maximum aggregate value of transaction:
5) Total fee paid:
( ) Fee paid previously with preliminary materials.
( ) Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
1) Amount Previously Paid:
2) Form, Schedule, or Registration Statement No.:
3) Filing Party:
4) Date Filed:
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NATIONS GOVERNMENT INCOME TERM TRUST 2004, INC.
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
JUNE 6, 1997
TO THE STOCKHOLDERS OF
NATIONS GOVERNMENT INCOME TERM TRUST 2004, INC.:
Notice is hereby given that the Annual Meeting (the "Annual Meeting") of
Stockholders of Nations Government Income Term Trust 2004, Inc. (the "Company")
will be held on Friday, June 6, 1997 at 10:00 a.m. (Eastern time), at One
NationsBank Plaza, 33rd Floor, Charlotte, North Carolina 28255, for the
following purposes:
(1) To elect one Director to serve a three-year term of office;
(2) To ratify the selection of Price Waterhouse LLP as independent public
accountants of the Company for the fiscal year ending December 31, 1997; and
(3) To transact such other business as may properly come before the Annual
Meeting, or any adjournment(s) thereof, including any adjournment(s) necessary
to obtain requisite quorums and/or approvals.
The Board of Directors of the Company has fixed the close of business on
April 18, 1997 as the record date for the determination of Stockholders entitled
to receive notice of and to vote at such Annual Meeting or any adjournment(s)
thereof. The enclosed Proxy Statement contains further information regarding the
meeting and the proposals to be considered. The enclosed Proxy Card is intended
to permit you to vote even if you do not attend the meeting in person.
YOUR PROXY IS VERY IMPORTANT TO US. WHETHER OR NOT YOU PLAN TO ATTEND THE
MEETING IN PERSON, PLEASE MARK, SIGN, DATE AND RETURN THE ENCLOSED PROXY CARD
TODAY IN THE ENCLOSED POSTAGE-PAID ENVELOPE. Signed but unmarked Proxy Cards
will be counted in determining whether a quorum is present and will be voted in
favor of the proposals.
By Order of the Board of Directors.
ROBERT B. CARROLL
SECRETARY
April 25, 1997
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YOUR VOTE IS VERY IMPORTANT TO US REGARDLESS
OF THE NUMBER OF SHARES THAT YOU OWN.
PLEASE MARK, SIGN, DATE AND RETURN YOUR
PROXY CARD IMMEDIATELY.
SHARES OF THE COMPANY ARE NOT DEPOSITS OR OTHER OBLIGATIONS OF, OR ISSUED,
ENDORSED OR GUARANTEED BY NATIONSBANK, N.A. ("NATIONSBANK") OR ANY OF ITS
AFFILIATES. SUCH SHARES ARE NOT INSURED BY THE U.S. GOVERNMENT, THE FEDERAL
DEPOSIT INSURANCE CORPORATION, THE FEDERAL RESERVE BOARD OR ANY OTHER GOVERNMENT
AGENCY. AN INVESTMENT IN THE COMPANY INVOLVES CERTAIN RISKS, INCLUDING POSSIBLE
LOSS OF PRINCIPAL.
NATIONSBANK AND ITS AFFILIATES PROVIDE INVESTMENT ADVISORY, ADMINISTRATIVE
AND CERTAIN OTHER SERVICES TO THE COMPANY, FOR WHICH THEY ARE COMPENSATED.
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NATIONS GOVERNMENT INCOME TERM TRUST 2004, INC.
One NationsBank Plaza
Charlotte, North Carolina 28255
(800) 321-7854
PROXY STATEMENT
Annual Meeting of Stockholders
June 6, 1997
This Proxy Statement is being furnished to holders of common stock
("Stockholders") of the Nations Government Income Term Trust 2004, Inc. (the
"Company") in connection with the solicitation by the Board of Directors of the
Company of proxies to be used at the Annual Meeting of Stockholders (the "Annual
Meeting") of the Company to be held on June 6, 1997 at 10:00 a.m. (Eastern time)
at One NationsBank Plaza, 33rd Floor, Charlotte, North Carolina 28255, and at
any adjournment(s) thereof. Your proxy is being solicited for the purposes set
forth in the accompanying Notice of Annual Meeting.
The Board of Directors has fixed April 18, 1997 (the "Record Date") as the
date for the determination of Stockholders entitled to receive notice of and to
vote at such Annual Meeting, and, accordingly, only Stockholders of record at
the close of business on the Record Date will be entitled to notice of and to
vote at such Annual Meeting. As of the Record Date, there were 13,163,148
outstanding shares of common stock of the Company. This Proxy Statement is first
being mailed to Stockholders on or about April 25, 1997.
THE COMPANY WILL FURNISH, WITHOUT CHARGE, COPIES OF ITS MOST RECENT ANNUAL
AND SEMI-ANNUAL REPORTS TO ANY STOCKHOLDER UPON WRITTEN OR ORAL REQUEST MADE TO
THE ADDRESS OR TOLL-FREE TELEPHONE NUMBER ABOVE.
All actions of the Board of Directors of the Company described in the
proposals below were unanimously approved by the Board, none of whom are
"interested persons" (as defined in the Investment Company Act of 1940, as
amended (the "1940 Act")) of the Company, NationsBanc Advisors, Inc. ("NBAI"),
the Company's investment adviser or TradeStreet Investment Associates, Inc.
("TradeStreet"), the Company's investment sub-adviser.
PROPOSAL 1: ELECTION OF DIRECTOR
The Board of Directors has designated A. Max Walker, the Chairman of the
Board, as a nominee (the "Nominee") for election as a Director of the Company
with a term to expire in 2000. Voting for the Nominee is not cumulative. If
elected, the Nominee will serve as Director until his successor shall be elected
and shall qualify. The Nominee is currently a member of the Board of Directors
and has consented to his nomination and to serve if elected. The other members
of the Board of Directors are Thomas F. Keller, whose term will expire in 1999,
and William H. Grigg, whose term will expire in 1998. Although the Board of
Directors expects that the Nominee will be available for election, in the event
a vacancy in the slate of nominees is occasioned by death or other unexpected
occurrence, it is intended that shares represented by proxies in the
accompanying
<PAGE>
form will be voted for the election of a substitute nominee selected by the
persons named in the proxy. The Nominee will be elected by a majority of the
votes cast.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT YOU VOTE TO ELECT EACH
OF THE NOMINEES.
THE BOARD OF DIRECTORS
Information regarding each member of the Board of Directors is as follows:
WILLIAM H. GRIGG, age 64, Chairman and Chief Executive Officer, Duke Power
Co., Charlotte, North Carolina, a public utility, since April 1994. Mr. Grigg
was Vice Chairman of Duke Power Co. from November 1991 to April 1994, and
Executive Vice President -- Customer Group of Duke Power Co. from April 1988 to
November 1991. He has been a Director of the Company since March 1980. Mr. Grigg
is also a Director of Duke Power Co., Coltec Industries, Nations Government
Income Term Trust 2003, Inc., Hatteras Income Securities, Inc., Nations Balanced
Target Maturity Fund, Inc., Nations Institutional Reserves, Nations Fund Trust,
Nations Fund, Inc., Nations Fund Portfolios, Inc. and Nations LifeGoal Funds,
Inc.
THOMAS F. KELLER, age 65, R. J. Reynolds Industries Professor of Business
Administration and Former Dean of Fuqua School of Business, Duke University,
Durham, North Carolina, since 1974. He has been a Director of the Company since
March 1985. Mr. Keller is also a Director of LADD Furniture, Inc., Wendy's
International, Inc., American Business Products, Inc., Dimon, Inc. and Biogen,
Inc. Mr. Keller is a Trustee of The Mentor Funds, Mentor Institutional Trust and
Cash Resource Trust. Mr. Keller is also a Director of Nations Government Income
Term Trust 2003, Inc., Hatteras Income Securities, Inc., Nations Balanced Target
Maturity Fund, Inc., Nations Institutional Reserves, Nations Fund Trust, Nations
Fund, Inc., Nations Fund Portfolios, Inc. and Nations LifeGoal Funds, Inc.
A. MAX WALKER, age 74, independent Financial Consultant since May 1987.
From April 1982 through May 1987, Mr. Walker was Vice President of Merrill
Lynch, Pierce, Fenner & Smith, Inc. He has been a Director of the Company since
the Company was organized in February 1973. Mr. Walker serves as a Director of
Cerulean Companies, Inc. Mr. Walker is Chairman of the Board of Nations
Government Income Term Trust 2003, Inc., Hatteras Income Securities, Inc.,
Nations Balanced Target Maturity Fund, Inc., Nations Institutional Reserves,
Nations Fund Trust, Nations Fund, Inc., Nations Fund Portfolios, Inc. and
Nations LifeGoal Funds, Inc.
None of the Directors, including the Nominee, owns, either directly or
indirectly, shares of capital stock of the Company. No Director has been, during
the past five years, an officer, employee, director, general partner or
shareholder, of NBAI, the Company's investment adviser, TradeStreet, the
Company's investment sub-adviser, or NationsBank N.A. ("NationsBank"), the
Company's administrator, or owned any securities or had any other material
direct or indirect interest in NBAI or any of its affiliates. None of the
Directors has had, since the beginning of the current fiscal year, a material
direct or indirect interest in any material transactions or proposed material
transactions to which NBAI, TradeStreet, NationsBank or any affiliate thereof
was or is to be a party, other than a transaction involving an investment
company in the Company's "Fund Complex", as that term is defined under Rule
14a-101 of the Securities Exchange Act of 1934, as amended (the "1934 Act"). No
Director is a party adverse, or has a material interest adverse, to the Company
or any affiliates thereof in connection with any material pending legal
proceedings. Since the beginning of the current fiscal
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year, none of the Directors has engaged in any transactions to which the Company
was a party or been indebted to the Company. Some of the Directors and their
affiliates have been customers of NationsBank, an affiliate of NBAI. All
extensions of credit to such persons have been made in the ordinary course of
business on substantially the same terms, including interest rates and
collateral, as those prevailing in comparable transactions with others, and did
not involve more than the normal risk of collectability or present other
unfavorable features. Based solely on its review of copies of Forms 3 and 4 and
amendments thereto and Forms 5 received by it, or written representations from
certain reporting persons that no such Forms were required from such persons,
the Company believes that, during the fiscal year ended December 31, 1996, it
complied with all filing requirements applicable to its officers, directors and,
if any, greater than ten percent beneficial owners.
COMMITTEES OF DIRECTORS
The Board of Directors meets regularly once each quarter at an in-person
meeting and may have special meetings. The Board held four regular meetings
during the fiscal year ended December 31, 1996. In addition, the Board
re-established an Audit Committee and a Nominating Committee on February 5,
1997. Both Committees are composed of all three incumbent members of the Board
of Directors. The principal functions of the Audit Committee are to (i) nominate
the independent public accountants to be engaged by the Company, subject to the
approval of the Board of Directors and ratification by the Stockholders, and
(ii) review with the independent public accountants the proposed scope of the
annual audit, the results of their examination, the financial statements and
their opinion thereon. Thomas F. Keller is Chairman of the Audit Committee. The
Audit Committee did not hold a meeting during the fiscal year ended December 31,
1996. The function of the Nominating Committee is to review information
assembled for the purpose of selecting candidates for nomination to membership
on the Board and to recommend nominees for election as directors. The Nominating
Committee will consider nominees recommended by Stockholders, in writing, that
are submitted to the Secretary of the Company. William H. Grigg is Chairman of
the Nominating Committee. The Nominating Committee did not hold a meeting during
the fiscal year ended December 31, 1996. The Board has no standing compensation
committee or committee performing a similar function. In 1996, each Director
attended at least 75% of the regular meetings of the Board.
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EXECUTIVE OFFICERS AND SIGNIFICANT EMPLOYEES
The Executive Officers and Significant Employees of the Company and their
principal occupations for at least the last five years and their other
affiliations are set forth below.
<TABLE>
<S> <C>
MARK H. WILLIAMSON, President President, Nations Government Income Term Trust 2003, Inc., Nations
Government Income Term Trust 2004, Inc., Nations Balanced Target
Maturity Fund, Inc. and Hatteras Income Securities, Inc.; President,
NationsBanc Investments, Inc.; President and Chief Executive Officer,
NationsBanc Advisors, Inc. since 1995; Senior Vice President,
NationsBank, N.A. since 1990.
EDWARD D. BEDARD, Chief Chief Financial Officer, Nations Government Income Term Trust 2003,
Financial Officer Inc., Nations Government Income Term Trust 2004, Inc., Nations Balanced `
Target Maturity Fund, Inc. and Hatteras Income Securities, Inc. since
1997; Senior Vice President, Chief Operating Officer, NationsBanc
Advisors, Inc. since 1996; Corporate Vice President, New York Life
Insurance 1992-1996; Treasurer, Seligman Family of Funds January
1992-June 1992; Senior Manager, Price Waterhouse 1991-1992.
ROBERT B. CARROLL, Secretary Secretary, Nations Government Income Term Trust 2003, Inc., Nations
Government Income Term Trust 2004, Inc., Nations Balanced Target
Maturity Fund, Inc. and Hatteras Income Securities, Inc. since 1997;
Assistant General Counsel, NationsBank Corporation since 1996; Vice
President, SEI Corporation, 1994-1996; Senior Special Counsel,
Securities and Exchange Commission, Division of Investment Management
1990-1994.
RICHARD S. SZAFRAN, Treasurer Treasurer, Nations Government Income Term Trust 2003, Inc., Nations
Government Income Term Trust 2004, Inc., Nations Balanced Target
Maturity Fund, Inc. and Hatteras Income Securities, Inc.; Secretary,
Nations Government Income Term Trust 2003, Inc; Nations Government
Income Term Trust, Inc; Nations Balanced Target Maturity Fund, Inc and
Hatteras Income Securities, Inc. 1993-February 1997; Vice President,
NationsBanc Advisors, Inc. since 1995; Vice President, NationsBank, N.A.
1993-1995; Assistant Vice President, The Boston Company 1987-1993.
JOHN S. SWAIM, Vice President Vice President and Portfolio Manager, Nations Government Income Term
and Portfolio Manager Trust 2003, Inc., Nations Government Income Term Trust 2004 Inc. and
Nations Balanced Target Maturity Fund, Inc.; Senior Product Manager,
TradeStreet Investment Associates, Inc. since 1995; Vice President,
NationsBank, N.A. 1986-1995.
</TABLE>
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COMPENSATION OF MANAGEMENT
The following table shows compensation paid by the Company and the Fund
Complex to the Directors of the Company for the fiscal year ended December 31,
1996. Officers of the Company are employed by the Company's investment adviser
and receive no compensation or reimbursements from the Company.
COMPENSATION TABLE
<TABLE>
<CAPTION>
NAME OF PERSON, AGGREGATE COMPENSATION TOTAL COMPENSATION FROM COMPANY
POSITION FROM COMPANY(1) AND FUND COMPLEX PAID TO DIRECTORS(2)
<S> <C> <C>
William H. Grigg $3,000 $65,375(3)
Director
Thomas F. Keller $3,000 $65,375(4)
Director
A. Max Walker $3,000 $77,375
Chairman
</TABLE>
(1) The Company pays the Chairman of the Board and each Director $1,000 per
year, plus $500 for each meeting attended in person, and reimburses each for
travel and other out-of-pocket disbursements incurred in connection with
attending meetings.
(2) The Fund Complex consists of eight registered investment companies, in
addition to the Company.
(3) Includes $49,375 deferred compensation and interest earned.
(4) Includes $49,375 deferred compensation and interest earned.
RETIREMENT PLAN
Under the terms of the Nations Funds Retirement Plan for Eligible Directors
(the "Retirement Plan"), each Director may be entitled to certain benefits upon
retirement from the Board of Directors of one or more of the open-end investment
companies (the "Funds") in the Company's Fund Complex. Pursuant to the
Retirement Plan, the normal retirement date is the date on which an eligible
director has attained age 65 and has completed at least five years of continuous
service with one or more of the Funds. If a Director retires before reaching age
65, no benefits are payable. Each eligible director is entitled to receive an
annual benefit from the Funds equal to 5% of the aggregate directors' fees
payable by the Funds during the calendar year in which such director's
retirement occurs multiplied by the number of years of service (not in excess of
ten years of service) completed with respect to any of the Funds. Such benefit
is payable to each eligible director in quarterly installments for a period of
no more than five years. If an eligible director dies after attaining age 65,
such director's surviving spouse (if any) will be entitled to receive 50% of the
benefits that would have been paid (or would have continued to have been paid)
to the director if he had not died. The Retirement Plan is unfunded. The
benefits owed to each director are unsecured and subject to the general
creditors of the Funds. Each Director of the Company is a participant in the
Retirement Plan. Messrs. Grigg, Keller and Walker have 6, 5 and 11 years of
credited service, respectively, with the Funds.
5
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ESTIMATED ANNUAL RETIREMENT BENEFITS TABLE
<TABLE>
<CAPTION>
YEARS OF SERVICE
REMUNERATION 5 10
<S> <C> <C>
$ 25,000 $ 6,250 $ 12,500
50,000 12,500 25,000
75,000 18,750 37,500
100,000 25,000 50,000
</TABLE>
PROPOSAL 2: RATIFICATION OF SELECTION OF
INDEPENDENT PUBLIC ACCOUNTANTS
The Board of Directors, upon recommendation of its Audit Committee, has
selected Price Waterhouse LLP ("Price Waterhouse"), which has served as
independent public accountants of the Company since its organization, as
independent public accountants of the Company to examine the financial
statements of the Company for its fiscal year ending December 31, 1997, and to
report thereon to the Board and the Stockholders. If a majority of the shares of
the Company's capital stock represented at the meeting is voted against
ratification of the selection of Price Waterhouse, the selection of auditors may
be reconsidered by the Audit Committee and the Board of Directors. To the best
knowledge of management, the firm of Price Waterhouse has no direct or material
indirect financial interest in the Company. Price Waterhouse acts as the
independent public accountants for affiliates of NBAI, including the other
investment companies in the Company's Fund Complex. Price Waterhouse also acts
as the independent public accountants for NationsBank and NationsBank
Corporation. If the Company receives, at least five business days before the
Annual Meeting, any written request from one or more Stockholders to have
representatives of Price Waterhouse present at the Annual Meeting to respond to
appropriate questions from Stockholders, the Company will arrange to have such
representatives present and provide them with an opportunity to make a statement
if they so desire.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT YOU VOTE TO RATIFY THE
SELECTION OF PRICE WATERHOUSE.
ADDITIONAL INFORMATION
PROCEDURAL MATTERS
Each Stockholder of the Company will be entitled to one non-cumulative vote
for each share and a fractional non-cumulative vote for each fractional share.
As of the Record Date, there were 13,163,348 outstanding shares of the Company.
Shareholders holding a majority of the aggregate outstanding shares of the
Company at the close of business on the Record Date will constitute a quorum for
the approval of each of the proposals described in the accompanying Notice of
Annual Meeting and in this Proxy Statement. Each proposal must be approved by a
majority of the votes cast. Stockholders are not entitled to rights of appraisal
or similar rights of dissenters with respect to any matter to be acted upon at
the Annual Meeting.
Any proxy card which is properly executed and received in time to be voted
at the Annual Meeting will be counted in determining whether a quorum is present
and will be voted in accordance with the instructions
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marked thereon. In the absence of instructions, any such proxy card will be
voted in favor of (i) electing as Director of the Company the Nominee named in
the Proxy Statement for the term indicated, and (ii) ratifying the selection of
Price Waterhouse as independent public accountants of the Company for the fiscal
year ending December 31, 1997 . Abstentions and "broker non-votes" (I.E.,
proxies from brokers or nominees indicating that such persons have not received
instructions from the beneficial owners or other persons entitled to vote shares
as to a particular matter with respect to which the brokers or nominees do not
have discretionary power to vote) will not be counted for or against any proxy
to which they relate, but will be counted for purposes of determining whether a
quorum is present and will be counted as votes present for purposes of
determining a majority of the outstanding shares of the Company present at the
Annual Meeting. For this reason, abstentions and broker non-votes will have the
effect of a vote AGAINST the proposal.
If, by the time scheduled for the Annual Meeting, a quorum is not present,
or if a quorum is present but sufficient votes in favor of any of the proposals
are not received, the persons named as proxies may move for one or more
adjournments of the Annual Meeting to permit further solicitation of proxies
with respect to any of the proposals. Any such adjournment(s) will require the
affirmative vote of a majority of the shares present in person or by proxy at
the session of the Annual Meeting to be adjourned. The persons named as proxies
will vote in favor of such adjournment(s) those shares which they are entitled
to vote which have voted in favor of such proposals. They will vote against any
such adjournment(s) those proxies required to be voted against such proposals.
The duly appointed proxies may, in their discretion, vote upon such other
matters as may come before the Annual Meeting or any adjournment(s) thereof,
including any proposal to adjourn a meeting at which a quorum is present to
permit the continued solicitation of proxies in favor of the proposals. A
Stockholder of the Company may revoke his or her proxy at any time prior to its
exercise by delivering written notice of revocation or by executing and
delivering a later-dated proxy to the Secretary of the Company, at the address
set forth on the cover page of this Proxy Statement, or by attending the Annual
Meeting in person to vote the shares held by such Stockholder.
Signed but unmarked proxy cards will be counted in determining whether a
quorum is present and will be voted IN FAVOR of each of the proposals.
SOLICITATION OF PROXIES AND PAYMENT OF EXPENSES
The cost of soliciting proxies for the Annual Meeting, consisting
principally of expenses incurred in preparing, printing and mailing proxy
materials, together with the costs of any supplementary solicitation and proxy
soliciting services provided by third parties, will be borne by the Company. In
following up the original solicitation of the proxies by mail, the Company may
request brokers and others to send proxies and proxy materials to the beneficial
owners of the stock and may reimburse them for their reasonable expenses in so
doing. Proxies will be solicited in the initial, and any supplemental,
solicitation by mail and may be solicited in person, by telephone, telegraph,
telefacsimile, or other electronic means by officers of the Company, personnel
of NBAI or an agent of the Company. Compensation for such services will be paid
by the Company or NBAI, except that officers or employees of the Company will
not be compensated for performing such services.
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SUBSTANTIAL SHAREHOLDERS
As of the close of business on the Record Date, there were no persons known
to the Company to be beneficial owners of 5% or more of the outstanding shares
of the Company.
ADDITIONAL INFORMATION
The Company, with principal executive offices located at One NationsBank
Plaza, Charlotte, North Carolina 28255, is subject to the informational
requirements of the 1934 Act and the 1940 Act, and in accordance therewith files
reports, proxy material and other information with the SEC. Such reports, proxy
materials and other information may be inspected and copied at the public
reference facilities of the SEC at 450 Fifth Street, N.W., Washington, D.C.
20549. Copies of such materials can be obtained from the Public Reference
Section of the SEC at 450 Fifth Street, N.W., Washington, D.C. 20549, at
prescribed rates.
NBAI, located at One NationsBank Plaza, Charlotte, North Carolina 28255, is
the investment adviser of the Company. TradeStreet, the investment sub-adviser
of the Company, and NationsBank, the administrator of the Company, are located
at One NationsBank Plaza, Charlotte, North Carolina 28255. First Data Investor
Services Group, Inc., One Exchange Place, Boston, Massachusetts 02109, serves as
sub-administrator of the Company.
FUTURE SHAREHOLDER PROPOSALS
In the event any Stockholder wishes to present a proposal to Stockholders
of the Company for inclusion in the Proxy Statement and form of proxy relating
to the 1998 Annual Meeting of Stockholders, such proposal must be received by
the Company on or before November 17, 1997.
OTHER MATTERS
The Board of Directors knows of no other business that will be presented
for consideration at the Annual Meeting. However, if other matters are properly
presented to the Annual Meeting, it is the intention of the proxy holders named
in the accompanying form of proxy to vote the proxies in accordance with their
best judgment.
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